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EXHIBIT 5
[LATHAM & WATKINS LETTERHEAD]
October 20, 2000
Discover Bank, as Originator
of Discover Card Master Trust I
12 Read's Way
New Castle, Delaware 19720
Re: Discover Card Master Trust I, Series 2000-8
Registration Statement on Form S-3
Ladies and Gentlemen:
At your request, we have examined your Registration Statement on Form
S-3 (Registration No. 333-37066), together with the exhibits thereto (the
"Registration Statement"), registering credit card pass-through
certificates representing undivided interests in the Discover Card Master
Trust I (the "Trust") and the related Prospectus dated October 17, 2000 and
Prospectus Supplement dated October 17, 2000 (together, the "Prospectus"),
filed by you with the Securities and Exchange Commission pursuant to Rule
424(b) under the Securities Act of 1933, as amended, relating to the
issuance of Series 2000-8 Floating Rate Class A Credit Card Pass-Through
Certificates and Series 2000-8 Floating Rate Class B Credit Card
Pass-Through Certificates (together, the "Series 2000-8 Certificates"). The
Series 2000-8 Certificates will be issued pursuant to the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement") dated as of
October 1, 1993, which is incorporated by reference to Exhibit 4.1 of your
Registration Statement on Form S-1 (Registration No. 33-71502), as amended
by the First Amendment to the Pooling and Servicing Agreement, dated as of
August 15, 1994, which is incorporated by reference to Exhibit 4.2 of the
Trust's Current Report on Form 8-K dated August 1, 1995, by the Second
Amendment to the Pooling and Servicing Agreement, dated as of February 29,
1996, which is incorporated by reference to Exhibit 4.4 of the Trust's
Current
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LATHAM & WATKINS
Discover Bank
October 20, 2000
Page 2
Report on Form 8-K dated April 30, 1996, by the Third Amendment to the
Pooling and Servicing Agreement, dated as of March 30, 1998, which is
incorporated by reference to Exhibit 4.1(d) of the Trust's Registration
Statement on Form 8-A filed on April 13, 1998, and by the Fourth Amendment
to the Pooling and Servicing Agreement, dated as of November 30, 1998,
which is incorporated by reference to Exhibit 4.1 of the Trust's Current
Report on Form 8-K dated November 30, 1998, and as supplemented by a
related Series Supplement (the "Series 2000-8 Supplement"), a copy of the
form of which is included as Exhibit 4.7 to the Registration Statement and
the specific terms of which are summarized in the Prospectus, each by and
between Discover Bank (formerly known as Greenwood Trust Company) as Master
Servicer, Servicer and Seller and U.S. Bank National Association (formerly
First Bank National Association, successor trustee to Bank of America
Illinois, formerly Continental Bank, National Association) as Trustee. We
are familiar with the proceedings taken by Discover Bank as originator of
the Trust in connection with the authorization of the issuance and sale of
the Series 2000-8 Certificates, and have examined such documents and such
questions of law and fact as we have deemed necessary in order to express
the opinion hereinafter stated.
We are opining herein as to the effect on the subject transactions of
only United States federal law and the laws of the State of New York, and
we express no opinion with respect to the applicability thereto or the
effect thereon of the laws of any other jurisdiction or as to any matters
of municipal law or the laws of any local agencies within any state.
Based on the foregoing, we are of the opinion, as of the date hereof,
that the Series 2000-8 Certificates, upon issuance and sale thereof in the
manner described in the Prospectus and as provided in the Pooling and
Servicing Agreement and the related Series 2000-8 Supplement, will be
validly issued, fully paid and nonassessable, and enforceable in accordance
with their terms and entitled to the benefits of the Pooling and Servicing
Agreement and the related Series 2000-8 Supplement, except as the same may
be limited by (i) bankruptcy, insolvency, reorganization, moratorium or
other similar laws now or hereafter in effect relating to or affecting the
rights and remedies of creditors, and (ii) general principles of equity
(whether enforcement is considered in a proceeding at law or in equity) and
by the discretion of the court before which any proceeding therefor may be
brought.
In rendering our opinion, we have assumed that, upon or prior to the
issuance and sale of the Series 2000-8 Certificates, (i) the Series 2000-8
Supplement will be duly authorized, executed and delivered by the Trustee,
(ii) all documents required to be executed and delivered in connection with
the issuance and sale of the Series 2000-8 Certificates will be so executed
and delivered by properly authorized persons, and (iii) the respective
purchase prices for the Class A Certificates and the Class B Certificates
of Series 2000-8, as set forth in the table on the cover of the Prospectus,
will be paid to you by the various underwriters named in the Prospectus.
We hereby consent to the filing of (i) this opinion and (ii) the
opinion to be filed as Exhibit 8, in each case as part of the Trust's
Current Report on Form 8-K, dated October 20, 2000.
Very truly yours,
/s/ Latham & Watkins
